UBS LOAN FINANCE LLC 677 Washington Boulevard Stamford, Connecticut 06901

Exhibit 10.1

January 5, 2007

Advanced Medical Optics, Inc.

1700 E. St. Andrew Place

Santa Ana, California 92705

Attention:                                         Richard Meier
Executive Vice President of Operations and Finance
and Chief Financial Officer

Bank Facilities Commitment Letter

Ladies and Gentlemen:

You have advised UBS Loan Finance LLC (“UBS”), UBS Securities LLC (“UBSS”), Bank of America, N.A. (“BA”), Banc of America Securities LLC (“BAS”) and Goldman Sachs Credit Partners L.P. (“GSCP” and, together with UBS, UBSS, BA and BAS, “we,” “us” or the “Commitment Parties”) that Advanced Medical Optics, Inc., a Delaware corporation (“you” or “Borrower”), proposes to acquire (the “Acquisition”) IntraLase Corp. (the “Acquired Business”).  The Acquisition will be effected pursuant to an agreement and plan of merger (the “Acquisition Agreement”) among Borrower, a wholly owned subsidiary of Borrower and the Acquired Business.  All references to “dollars” or “$” in this agreement and the attachments hereto (collectively, this “Commitment Letter”) are references to United States dollars.

We understand that the sources of funds required to fund the Acquisition consideration, to repay certain existing indebtedness of Borrower, the Acquired Business and their respective subsidiaries of approximately $30.0 million (the “Refinancing”), to pay fees, commissions and expenses  in connection with the Transactions (as defined below) and to provide ongoing working capital requirements of Borrower and its subsidiaries following the Transactions will include senior secured credit facilities consisting of (i) a senior secured term loan facility to Borrower of $600.0 million (the “Term Loan Facility”), as described in the Summary of Principal Terms and Conditions attached hereto as Annex I (the “Term Sheet”) and (ii) a senior secured revolving credit facility to Borrower of $300.0 million (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Committed Bank Facilities”), as described in the Term Sheet, of which Revolving Credit Facility not more than $250.0 million will be drawn immediately after giving effect to the Transactions.

In addition, we will use commercially reasonable efforts to arrange and syndicate up to an additional $100.0 million under the Revolving Credit Facility (the “Commercially Reasonable Efforts Revolving Credit Facility Amount”; and such additional amount of the Revolving Credit Facility, together with the Committed Bank Facilities, the “Bank Facilities” or the “Facilities”); provided, that notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties, nothing herein (a) is intended to be, and does not constitute a commitment or obligation by any of the Commitment Parties or any of their respective affiliates to provide financing or to act in any capacity (other than as expressly contemplated herein) in connection with the Commercially Reasonable Efforts Revolving Credit Facility Amount, and no liability or obligation on the part of any of the Commitment Parties or any of their respective affiliates to proceed with or participate in the Commercially Reasonable Efforts Revolving Credit Facility Amount shall be created or exist unless or until such Commitment Party has executed and delivered the Bank Documentation (as defined below) setting forth the Commercially Reasonable Efforts Revolving Credit Facility Amount and then only in accordance with the respective terms and conditions set forth therein or (b) shall require us or any of our respective affiliates to pay any fees, incur any costs (other than ordinary course reimbursable out-of-pocket expenses), suffer any loss or agree to do any other thing in order to assist you in providing the Commercially Reasonable Efforts Revolving Credit Facility Amount.

No other financing will be required to fund the Acquisition consideration, to effect the Refinancing and to pay fees, commissions and expenses in connection therewith.  Immediately following the Transactions, neither Borrower nor any of its subsidiaries will have any indebtedness for borrowed money or preferred equity other than the Bank Facilities, the 2.50% Convertible Senior Subordinated Notes due 2024, the 1.375% Convertible Senior Subordinated Notes due 2025, the 3.25% Convertible Senior Subordinated Notes due 2026 and certain other limited indebtedness to be mutually agreed.  As used herein, the term “Transactions” means the Acquisition, the Refinancing, the initial borrowings under the Bank Facilities and the payments of fees, commissions and expenses in connection with each of the foregoing.

Commitments.

You have requested that UBS, BA and GSCP (collectively, the “Initial Lenders”) commit to provide the Committed Bank Facilities and that UBSS and BAS agree to structure, arrange and syndicate the Bank Facilities (the “Joint Lead Arrangers”).

UBS, BA and GSCP are pleased to advise you of their several, but not joint, commitments to provide 45%, 27.5% and 27.5%, respectively, of the entire amount of the Committed Bank Facilities to Borrower upon the terms and subject to the conditions set forth in this Commitment Letter.  The commitments of the Initial Lenders hereunder and any amount to be provided under the Commercially Reasonable Efforts Revolving Credit Facility Amount, if any, are subject to the negotiation, execution and delivery of definitive documentation (the “Bank Documentation”) with respect to the Bank Facilities reasonably satisfactory to the Initial Lenders and you reflecting the terms and conditions set forth in the Term Sheet, in Annex II hereto (the “Conditions Annex”) and in the letter of even date herewith addressed to you providing, among other things, for certain fees relating to the Bank Facilities (the “Fee Letter”).  You agree that the closing date of the Transactions and the concurrent closing of the Bank Facilities (the “Closing Date”) shall be a date mutually agreed upon between you and us.

Syndication.

It is agreed that each of UBSS and BAS will act as a joint lead arranger for the Bank Facilities, each of UBSS, BAS and GSCP will act as a joint book manager for the Bank Facilities (collectively, the “Joint Bookmanagers”) and in consultation with you, will exclusively manage the syndication of the Bank Facilities, and will, in such capacities, exclusively perform the duties and exercise the authority customarily associated with such roles.  It is further agreed that no additional advisors, agents, co-agents, arrangers or book managers will be appointed outside the terms contained herein (including the Term Sheet) and no Lender (as defined below) will receive compensation with respect to any aspect of the Bank Facilities outside the terms contained herein (including the Term Sheet) and in the Fee Letter in order to obtain its commitment to participate therein, in each case unless you and we so agree.  You agree that UBS will be “on the left” in all syndication and other marketing and promotional materials and advertisements relating to the Bank Facilities.

The Initial Lenders reserve the right, prior to or after execution of the Bank Documentation with respect to the Bank Facilities in consultation with you, to syndicate all or a portion of its loans and/or commitments to one or more institutions (other than those certain institutions previously identified by you to us, if any, prior to the date of this Commitment Letter to be excluded from syndication, the “Blacklist”) that will become parties to the Bank Documentation (the Initial Lenders and the institutions becoming parties to the Bank Documentation with respect to all or a portion of the Bank Facilities, the “Lenders”); provided that, notwithstanding the foregoing or anything else contained herein, the failure to form a syndicate is not a condition to our commitments with respect to the Committed Bank Facilities hereunder and provided further that notwithstanding our right to syndicate the Bank Facilities and receive commitments with respect thereto, any assignment prior to the Closing Date shall not decrease our commitments until the Closing Date.

The Joint Bookmanagers will exclusively manage, in consultation with you, all aspects of the syndication of the Bank Facilities, including selection of additional Lenders (other than the Blacklist), determination of when the Joint Bookmanagers will approach such potential additional Lenders, awarding of any naming rights and the final allocations of the commitments in respect of the Bank Facilities among the additional Lenders.  You agree to, and to use commercially reasonable efforts to cause the Acquired Business to, actively assist the Joint Bookmanagers in achieving a timely syndication of the Bank Facilities that is reasonably satisfactory to the Joint Bookmanagers and you.  To assist the Joint Bookmanagers in their syndication efforts, you agree that you will, and will cause your representatives and advisors to, and will use commercially reasonable efforts to cause the Acquired Business and its representatives and advisors to, (a) promptly prepare and provide all financial and other information as we may reasonably request (and, in the case of information relating to the Acquired Business and its subsidiaries, to the extent made available to you after using commercially reasonable efforts) with respect to you, the Acquired Business, and your and their respective subsidiaries and the transactions contemplated hereby, including but not limited to financial projections (the “Projections”) relating to the foregoing, (b) use commercially reasonable efforts to ensure that such syndication efforts benefit materially from your existing lending relationships and those of the Acquired Business, (c) make available to prospective Lenders your senior management and advisors and, to the extent applicable, use commercially reasonable efforts to make available to prospective Lenders those of the Acquired Business, (d) host, with the Joint Bookmanagers, one or more meetings with prospective Lenders, (e) assist the Joint Bookmanagers in the preparation of one or more customary confidential information memoranda and other customary marketing materials to be used in connection with the syndication of the Bank Facilities and (f) use commercially reasonable

efforts to obtain, at your expense, monitored public ratings of the Bank Facilities from Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) in a timely manner and to participate actively in the process of securing such ratings, including having your senior management and, to the extent applicable, use commercially reasonable efforts to have those of the Acquired Business meet with such rating agencies.

You hereby acknowledge that (a) the Commitment Parties will make available Information and Projections (collectively, “Borrower Materials”) to the proposed syndicate of Lenders by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the proposed Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrower or its securities) (each, a “Public Lender”).  You hereby agree that (w) you will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and include a reasonably detailed term sheet among such Borrower Materials and that all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” you shall be deemed to have authorized the Commitment Parties and the proposed Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrower or its securities for purposes of United States federal and state securities laws, it being understood that certain of such Borrower Materials may be subject to the confidentiality requirements of the Bank Documentation; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Commitment Parties shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Information.

You hereby represent and covenant (and solely with respect to the Acquired Business and its subsidiaries and any information or representations provided by the Acquired Business, you hereby represent and covenant to your knowledge) that (a) all information (other than the Projections and general economic or industry data) that has been or will be made available to us or any of the Lenders by you, the Acquired Business, or any of your or its respective representatives in connection with the transactions contemplated hereby (the “Information”), when taken as a whole, is and will be true and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not materially misleading and (b) the Projections that have been or will be made available to us or any of the Lenders by you, the Acquired Business, or any of your or its respective representatives in connection with the transactions contemplated hereby have been and will be prepared in good faith based upon assumptions believed by you to be reasonable (it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the Projections will be achieved).  You agree to supplement the Information and the Projections from time to time prior to the Closing Date, to the extent necessary, so that the representations and warranties contained in this paragraph remain true and correct in all material respects.

Compensation.

As consideration for the commitments of the Lenders hereunder with respect to the Committed Bank Facilities (and any Commercially Reasonable Efforts Revolving Credit Facility Amount committed to by the Lenders) and the agreement of the Joint Bookmanagers to structure, arrange and syndicate the Committed Bank Facilities (and with respect to any Commercially Reasonable Efforts Revolving Credit Facility Amount, the agreement of the Joint Bookmanagers to use commercially reasonable efforts to so arrange and syndicate such amount) and to provide advisory services in connection therewith, you agree to pay, or cause to be paid, the fees set forth in the Term Sheet and the Fee Letter if the Closing Date occurs; provided however that (a) the Ticking Fee (as defined in the Fee Letter), if any, shall be payable on the terms set forth in the Fee Letter irrespective of whether the Closing Date occurs and (b) the expense reimbursement and indemnification provisions of this Commitment Letter shall not be affected by any nonoccurrence of the Closing Date.  Once paid, such fees and expenses shall not be refundable under any circumstances.

Conditions.

The commitments of the Initial Lenders hereunder with respect to the Committed Bank Facilities and the Joint Bookmanagers’ agreement to perform the services described herein are subject to (i) since December 31, 2005 and except as disclosed in any form, report, schedule, statement or other document, including any exhibits thereto, required to be filed by the Acquired Business with the United States Securities and Exchange Commission that were so filed prior to the date of this Commitment Letter, no change, effect or circumstance occurring that (1) is materially adverse to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Acquired Business and its Subsidiaries, taken as a whole, or (2) materially adversely affects the consummation of the transactions contemplated by the Acquisition Agreement (an “Acquired Business Material Adverse Effect”); provided, however, that in no event shall any of the following, either alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been or will or could be, an Acquired Business Material Adverse Effect:  (A) any changes resulting from or arising out of general market, economic or political conditions (including any changes arising out of acts of terrorism, or war, weather conditions or other force majeure events), provided that such changes do not have a substantially disproportionate impact on the Acquired Business and its Subsidiaries, taken as a whole, (B) any changes resulting from or arising out of general market, economic or political conditions in the industries in which the Acquired Business or any of its Subsidiaries conduct business (including any changes arising out of acts of terrorism, or war, weather conditions or other force majeure events), provided that such changes do not have a substantially disproportionate impact on the Acquired Business and its Subsidiaries, taken as a whole, (C) any changes resulting from or arising out of actions taken pursuant to (and required by) the Acquisition Agreement or the failure to take any actions due to restrictions set forth in the Acquisition Agreement, (D) any changes in the price or trading volume of the Acquired Business’ stock, in and of itself, (E) any failure by the Acquired Business to meet published revenue or earnings projections, in and of itself, (F) any changes or effects arising out of or resulting from any legal claims or other proceedings made by any of the Acquired Business’ stockholders arising out of or related to the Acquisition Agreement or the Acquisition or (G) any changes arising out of or resulting from any delay with respect to the receipt by the Acquired Business or any of its Subsidiaries of pending regulatory approvals relating to its proposed product offerings of no longer than three months after the date that the Acquired Business has informed Borrower it expects to obtain such pending regulatory approvals (provided that at all times during such period, such approvals are still pending and can be reasonably expected to be

obtained within such period); and (ii) any condition set forth in the Term Sheet or the Conditions Annex not being satisfied or any representation, covenant or agreement in this Commitment Letter or the Fee Letter not being complied with in any material respect.

Notwithstanding anything in this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter, the Bank Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions contemplated hereby to the contrary, (i) the only representations relating to the Acquired Business and their subsidiaries and businesses the making of which shall be a condition to availability of the Bank Facilities on the Closing Date shall be (A) such of the representations made by the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders except to the extent any breach of such representations shall not give you the right to terminate your obligations under the Acquisition Agreement (the “Acquisition Agreement Representations”) and (B) the Specified Representations (as defined below) and (ii) the terms of the Bank Documentation shall be in a form such that they do not impair availability of the Bank Facilities on the Closing Date if the conditions set forth herein and in the Term Sheet and the Conditions Annex are satisfied (it being understood that, to the extent any collateral (other than collateral that may be perfected by filing of a UCC financing statement, delivery of a physical stock certificate and related stock power or, in the case of foreign collateral of any foreign co-borrower, making of a similar filing in a foreign jurisdiction) referred to in the Term Sheet under “Security” is not provided on the Closing Date after your use of commercially reasonable efforts to do so, the delivery of such collateral shall not constitute a condition precedent to the availability of the Bank Facilities on the Closing Date but shall be required to be delivered after the Closing Date pursuant to arrangements to be mutually agreed).  For purposes hereof, “Specified Representations” means the representations and warranties of the Acquired Business set forth in Term Sheet relating to corporate power and authority and the enforceability of the Bank Documentation, in each case as they relate to the entering into and performance of the Bank Documentation, Federal Reserve margin regulations and the Investment Company Act.

Clear Market.

From the date of this Commitment Letter until our completion of primary syndication of the Bank Facilities (as reasonably determined by us and notified in writing to you) of each portion of the Bank Facilities, you will (and with respect to the Acquired Business, until the Closing Date, you will use commercially reasonably efforts to) ensure that no financing for Borrower, the Acquired Business or any of your or its respective subsidiaries is announced, syndicated or placed without the prior written consent of the Commitment Parties if such financing, syndication or placement would have, in the reasonable judgment of the Commitment Parties, a detrimental effect upon the syndication of the Bank Facilities.

Indemnity and Expenses.

By your acceptance below, you hereby agree to indemnify and hold harmless each of the Commitment Parties and the other Lenders and our and their respective affiliates (including, without limitation, controlling persons) and the directors, officers, employees, advisors and agents of the foregoing (each, an “Indemnified Person”) from and against any and all losses, claims, costs, expenses, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) that arise out of or in connection with this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter, the Bank Facilities or any of the transactions contemplated hereby or thereby or the providing or syndication of the Bank Facilities (or the actual or proposed use of the proceeds thereof), and to reimburse each

Indemnified Person promptly upon its written demand for any reasonable and documented legal or other expenses incurred in connection with investigating, preparing to defend or defending against, or participating in, any such loss, claim, cost, expense, damage, liability or action or other proceeding (whether or not such Indemnified Person is a party to any action or proceeding); provided that any such obligation to indemnify, hold harmless and reimburse an Indemnified Person shall not be applicable to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily from the gross negligence, bad faith or willful misconduct of such Indemnified Person.  You shall not be liable for any settlement of any such proceeding effected without your written consent, but if settled with such consent or if there shall be a final judgment against an Indemnified Person, you shall, subject to the proviso in the preceding sentence, indemnify such Indemnified Person from and against any loss or liability by reason of such settlement or judgment.  You shall not, without the prior written consent of any Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnified Person.  None of us or any other Lender (or any of their respective affiliates) shall be responsible or liable to Borrower, the Acquired Business or any of your or its respective subsidiaries, affiliates or stockholders or any other person or entity for any indirect, punitive or consequential damages which may be alleged as a result of this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter, the Bank Facilities or the transactions contemplated hereby or thereby.  In addition, you hereby agree to reimburse us upon demand for all reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented legal fees and expenses of the Commitment Parties (limited to one primary counsel and, to the extent necessary, one local counsel in each relevant jurisdiction (subject to the need for additional counsel as a result of conflicts), appraisal, consulting and audit fees (to the extent any such appraisal, consulting or audit was initiated with Borrower’s consent), and printing, reproduction, document delivery, travel, communication and publicity costs) incurred in connection with the syndication and execution of the Bank Facilities, and the preparation, review, negotiation, execution and delivery of this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter and the Bank Documentation; provided however that Borrower also agrees to reimburse BA and BAS for the reasonable and documented fees and expenses of Moore & Van Allen, PLLC incurred in connection with the preparation, review, negotiation, execution and delivery of this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter and related documentation known to Borrower through the date of this Commitment Letter.  Notwithstanding anything to the contrary contained in this Commitment Letter or in the Term Sheet, if the Seller Financial Advisor (as defined below), BAS, BA and/or its affiliates arranges financing for a successful competing bidder for the Acquired Business, Borrower shall not be required to reimburse BAS, BA or any of its affiliates for the fees and expenses of Moore & Van Allen, PLLC incurred in connection with the preparation, review, negotiation, execution and delivery of this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter and related documentation known to Borrower.

Borrower agrees that none of the Commitment Parties nor any of their respective affiliates (as such term is defined for purposes of Rule 12b-2 of the General Rules and Regulations of the Securities and Exchange Act of 1934, as amended), officers, directors, agents (other than agents who are not appointed with Borrower’s express consent), employees or controlling persons shall have any liability to Borrower or any person asserting claims on behalf of or in right of Borrower in connection with or as a result of either the commitments of the Commitment Parties under this Commitment Letter or any matter

referred to in this Commitment Letter, including, without limitation, related services and activities conducted since the date hereof except, with respect to a Commitment Party, to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by Borrower and its affiliates (as such term is defined for purposes of Rule 12b-2 of the General Rules and Regulations of the Securities and Exchange Act of 1934, as amended), officers, directors, employees or controlling persons resulted primarily from the gross negligence or willful misconduct of such Commitment Party in performing the services that are the subject of this Commitment Letter.

Confidentiality.

This Commitment Letter is delivered to you upon the condition that neither the existence of this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter nor any of their contents shall be disclosed by you or any of your subsidiaries, directly or indirectly, to any other person, except that such existence and contents may be disclosed (i) as may be compelled in a judicial or administrative proceeding or as otherwise required by law and (ii) to your directors, officers, employees, legal counsel and accountants, in each case on a confidential and “need-to-know” basis and only in connection with the transactions contemplated hereby.  In addition, this Commitment Letter, the Term Sheet, the Conditions Annex and the Fee Letter (but, in the case of the Fee Letter, only with appropriate redactions that are satisfactory to the Joint Bookmanagers) may be disclosed to the Acquired Business and its directors, officers, employees, advisors and agents, in each case on a confidential and “need-to-know” basis and only in connection with the transactions contemplated hereby.

Other Services.

You acknowledge and agree that we and/or our affiliates may be requested to provide additional services with respect to Borrower, the Acquired Business and/or their respective affiliates or other matters contemplated hereby.  Any such services will be set out in and governed by a separate agreement(s) (containing terms relating, without limitation, to services, fees and indemnification) in form and substance satisfactory to the parties thereto.  Nothing in this Commitment Letter is intended to obligate or commit us or any of our affiliates to provide any services other than as set out herein.

Conflicts of Interest.

You acknowledge that and waive any conflict of interest arising in connection with:

(a)                                  each of the Commitment Parties and/or their respective affiliates (the “Commitment Party Group”), in its capacity as principal or agent is involved in a wide range of commercial banking and investment banking activities globally (including investment advisory; asset management; research; securities issuance, trading, and brokerage) from which conflicting interests or duties may arise and therefore, conflicts may arise between duties of each of the Commitment Parties hereunder and other duties or interests of each of the Commitment Parties or another member of the Commitment Party Group;

(b)                                 each of the Commitment Parties and any other member of the Commitment Party Group may, at any time, (i) provide services to any other person, (ii) engage in

any transaction (on its own account or otherwise) with respect to you or any member of the same group as you or (iii) act in relation to any matter for any other person whose interests may be adverse to you or any member of your group (including, but not limited to, the Acquired Business) (a “Third Party”), and may retain for its own benefit any related remuneration or profit, notwithstanding that a conflict of interest exists or may arise and/or any member of the Commitment Party Group is in possession or has come or comes into possession (whether before, during or after the agreements hereunder) of information confidential to you; provided that such information shall not be shared with any Third Party. You accept that permanent or ad hoc arrangements/information barriers may be used between and within divisions of each of the Commitment Parties or other members of the Commitment Party Group for this purpose and that locating directors, officers or employees in separate workplaces is not necessary for such purpose;

(c)                                  information which is held elsewhere within any of the Commitment Parties or the Commitment Party Group but of which none of the individual directors, officers or employees having the conduct of transactions contemplated by this letter actually has knowledge (or can properly obtain knowledge without breach of internal procedures), shall not for any purpose be taken into account in determining each of the Commitment Parties’ respective responsibilities to you hereunder; and

(d)                                 none of the Commitment Parties nor any other member of the Commitment Party Group shall have any duty to disclose to, or utilize for the benefit of, you, any non-public information acquired in the course of providing services to any other person, engaging in any transaction (on its own account or otherwise) or otherwise carrying on its business.

Each of the Commitment Parties and the Commitment Party Group operate rules, policies and procedures, including independence policies and permanent and ad hoc information barriers between and within divisions of each of the Commitment Parties and other members of the Commitment Party Group, directed to ensuring that (i) the individual directors, officers and employees involved in an assignment undertaken by a member of the Commitment Party Group (including the engagement hereunder) are not influenced by any such conflicting interest or duty and (ii) that any confidential information held by a member of the Commitment Party Group is not disclosed or made available to any other client.

BAS and/or its affiliates have been retained as the sell-side financial advisor to the Acquired Business (in such capacity, the “Seller Financial Advisor”) in connection with the Acquisition.  You waive any claim you may have based on the actual or potential conflicts of interest that may arise or result from the engagement of the Seller Financial Advisor and from BAS and/or its affiliates arranging or providing or contemplating arranging or providing financing for a competing bidder.

You acknowledge the Seller Financial Advisor role of BAS and/or its affiliates and that, in such capacity, (i) the Seller Financial Advisor may recommend to the Acquired Business that the Acquired Business not pursue or accept your offer or proposal, (ii) the Seller Financial Advisor may advise the Acquired Business in other manners adverse to your interests, including, without limitation, by providing advice on pricing, leverage levels, and timing of closing with respect to your bid, taking other

actions with respect to your bid and taking action under any definitive agreement between you and the Acquired Business, and (iii) the Seller Financial Advisor may acquire information about the Acquired Business, the Acquisition, and other potential purchasers and their strategies and proposals, but the Seller Financial Advisor shall have no obligation to disclose to you the substance of such information or the fact that it is in possession thereof.

No Fiduciary Relationship.

You hereby acknowledge that, if any Bank Documentation is executed and delivered, the Commitment Parties would be acting solely as initial lenders, administrative agent, collateral agent, syndication agent, documentation agent, issuing bank, swingline lender, arrangers or bookrunners in connection with the Bank Facilities.  You further acknowledge that the Commitment Parties would be acting pursuant to a contractual relationship created solely by such Bank Documentation entered into on an arm’s length basis and in no event do the parties intend that the Commitment Parties act or be responsible as a fiduciary to you or any of your subsidiaries, your stockholders or creditors or any other person in connection with any activity that the Commitment Parties may undertake or has undertaken in furtherance of the Bank Facilities, either before or after the date hereof.  The Commitment Parties hereby expressly disclaim any fiduciary or similar obligations to any such person, either in connection with the Bank Facilities or any matters leading up to the execution of the Bank Documentation, and you hereby confirm your understanding and agreement to that effect.  Each of you and we agree that you and we are each responsible for making our own independent judgments with respect to the Bank Facilities, and that any opinions or views expressed by the Commitment Parties to you regarding such transactions, including but not limited to any opinions or views with respect to the price or market for your or your subsidiaries’ credit facilities or securities, do not constitute advice or recommendations to you or any of your subsidiaries.  You, on behalf of yourself and your subsidiaries, hereby waive and release, to the fullest extent permitted by law, any claims that you or any of your subsidiaries may have against the Commitment Parties with respect to any breach or alleged breach of any fiduciary or similar duty in connection with the transactions contemplated by this Commitment Letter or any matters leading up to the execution of the Bank Documentation.

Governing Law, Etc.

This Commitment Letter shall not be assignable by you without the prior written consent of each other party hereto and shall not be assignable by us without your prior written consent, and any purported assignment without such consents shall be void.  We reserve the right to employ the services of our affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to our affiliates certain fees payable to us in such manner as we and our affiliates may agree in our sole discretion.  You also agree that the Initial Lenders may at any time and from time to time assign all or any portion of their respective commitments hereunder to one or more of their affiliates.  You further acknowledge that we may share with any of our affiliates, and such affiliates may share with us, any information related to Borrower, the Acquired Business, or any of your or its respective subsidiaries or affiliates (including, without limitation, information relating to creditworthiness) and the transactions contemplated hereby.  We agree to treat, and cause any such affiliate to treat, all non-public information provided to us by you as confidential information in accordance with customary banking industry practices.

This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by us and you.  This Commitment Letter may be executed

in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement.  Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Commitment Letter.  Headings are for convenience of reference only and shall not affect the construction of, or be taken into consideration when interpreting, this Commitment Letter.  This Commitment Letter is intended to be for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, and may not be relied on by, any persons other than the parties hereto, the Lenders and, with respect to the indemnification provided under the heading “Indemnity and Expenses,” each Indemnified Person.

This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law to the extent that the application of the laws of another jurisdiction will be required thereby.  Any right to trial by jury with respect to any claim or action arising out of this Commitment Letter is hereby waived.  You hereby submit to the exclusive jurisdiction of the federal and New York State courts located in The City of New York (and appellate courts thereof) in connection with any dispute related to this Commitment Letter or any of the matters contemplated hereby, and agree that service of any process, summons, notice or document by registered mail addressed to you shall be effective service of process against you for any suit, action or proceeding relating to any such dispute.  You irrevocably and unconditionally waive any objection to the laying of such venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.  A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction you are or may be subject by suit upon judgment.

Patriot Act.

We hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), we and the other Lenders may be required to obtain, verify and record information that identifies Borrower and the Acquired Business, which information includes the name, address and tax identification number and other information regarding them that will allow us or such Lender to identify them in accordance with the Patriot Act.  This notice is given in accordance with the requirements of the Patriot Act and is effective as to us and the Lenders.

Please indicate your acceptance of the terms hereof and of the Term Sheet, the Conditions Annex and the Fee Letter by returning to us executed counterparts of this Commitment Letter and the Fee Letter not later than 5:00 p.m., New York City time, on January 5, 2007 (the “Deadline”).  This Commitment Letter and the commitments of the Lenders hereunder and the agreement of the Joint Bookmanagers to provide the services described herein are also conditioned upon your acceptance hereof and of the Fee Letter, and our receipt of executed counterparts hereof and thereof on or prior to the Deadline.  Upon the earliest to occur of (A) the execution and delivery of the Bank Documentation by all of the parties thereto, (B) July 31, 2007, if the Bank Documentation shall not have been executed and delivered by all such parties prior to that date and (C) if earlier than (B), the date of termination of the Acquisition Agreement, this Commitment Letter and the commitments of the Initial Lenders hereunder and the agreement of the Joint Bookmanagers to provide the services described herein shall automatically terminate unless the Initial Lenders and the Joint Bookmanagers shall, in their discretion, agree to an extension.  The compensation, expense reimbursement, confidentiality, indemnification and governing law and

forum provisions hereof and in the Term Sheet and the Fee Letter shall survive termination of (i) this Commitment Letter (or any portion hereof) and (ii) any or all of the commitments of the Initial Lenders hereunder.  The provisions under the headings “Syndication,” “Clear Market,” “Indemnity and Expenses” and “No Fiduciary Relationship” above shall survive the execution and delivery of the Bank Documentation; provided that, to the extent the Bank Documentation is executed by all relevant parties thereto, the expense reimbursement and indemnification provisions hereof and in the Term Sheet shall automatically terminate and be superseded by the provisions of the Bank Documentation upon the initial funding thereunder.

[Signature Page Follows]

We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

Commitment Letter signature page

Commitment Letter signature page

Commitment Letter signature page

Accepted and agreed to as of
the date first written above:

ADVANCED MEDICAL OPTICS, INC.

Commitment Letter signature page

ANNEX I

SUMMARY OF PRINCIPAL TERMS AND CONDITIONS

Bank Facilities(1)

(1)                                  All capitalized terms used but not defined herein shall have the meanings provided in the Commitment Letter to which this summary is attached.

ANNEX II

CONDITIONS TO CLOSING(2)

The commitment of the Lenders under the Commitment Letter with respect to the Committed Bank Facilities, the agreements of each of the Commitment Parties to perform the services described in the Commitment Letter and the funding of the Bank Facilities are subject to the conditions set forth in the Commitment Letter and satisfaction of each of the conditions precedent set forth below.

1.             The Acquisition and the Refinancing shall be consummated substantially simultaneously with the closing under the Facilities and (with respect to the Acquisition, to the extent specified in the Acquisition Agreement) shall be consummated in accordance with applicable law and on the terms described in the Term Sheet and in the Acquisition Agreement without, in the case of the Acquisition Agreement, waiver or amendment of any provisions thereof in a manner material and adverse to the Lenders, unless consented to by the Joint Bookmanagers (such consent not to be unreasonably withheld or delayed); the Acquisition Agreement and all other material related documentation (including, without limitation, any and all proxy statements and other material documentation related to any required shareholder approvals or consents) shall be reasonably satisfactory in all material respects to the Administrative Agent and the Joint Bookmanagers (it being acknowledged that the execution copy of the Acquisition Agreement dated as of the date hereof and received at 6:51 p.m. Pacific Time on the date hereof (excluding any and all draft disclosure schedules) provided to the Administrative Agent and the Joint Bookmanagers is satisfactory to the Administrative Agent and the Joint Bookmanagers).

2.             The Commitment Parties shall have received: (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of Borrower and the Acquired Business for each of the last three fiscal years ending more than 75 days prior to the Closing Date (the “Audited Financial Statements”), (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of Borrower and the Acquired Business for each fiscal quarter of the current fiscal year ending more than 30 days prior to the Closing Date and for the comparable periods of the preceding fiscal year (the “Unaudited Financial Statements”) (with respect to which the independent auditors shall have performed an SAS 100 review), (iii) unaudited consolidated balance sheets and related statements of income of each of Borrower and, if made available to Borrower, the Acquired Business for each fiscal month ending after the last fiscal quarter covered by the Unaudited Financial Statements and more than 30 days prior to the Closing Date, (iv) a pro forma consolidated and consolidating balance sheet and related statement of income for Borrower (the “Pro Forma Financial Statements”), as well as pro forma levels of capital expenditures and pro forma levels of EBITDA (“Pro Forma EBITDA”) calculated in a manner satisfactory to the Commitment Parties, for the last fiscal year covered by the Audited Financial Statements and for the latest twelve-month period ending more than 30 days prior to the Closing Date, in each case after giving effect to the Transactions and (v) forecasts of

(2)                                  All capitalized terms used but not defined herein shall have the meanings provided in the Commitment Letter to which this Annex II is attached.

the financial performance of Borrower and its subsidiaries (x) on an annual basis, through 2014 and (y) on a quarterly basis, through the second quarter of fiscal year 2008 in form satisfactory to the Commitment Parties.  The financial statements referred to in clauses (i), (ii) and (iii) shall be prepared in accordance with accounting principles generally accepted in the United States.  The Pro Forma Financial Statements and the Pro Forma EBITDA shall be consistent in all material respects with the sources and uses described in the Commitment Letter.  The Pro Forma Financial Statements shall be prepared on a basis consistent with pro forma financial statements set forth in a registration statement filed with the Securities and Exchange Commission.

3.             To the extent required by the Acquisition Agreement, all necessary governmental and material third party approvals in connection with the Transactions shall have been obtained and shall be in effect.  Without limiting the foregoing, to the extent required by the Acquisition Agreement, all requisite shareholder approvals and consents required by applicable law or the transactional documents with respect to the Acquisition Agreement and the governing documents of Borrower necessary to effect the merger contemplated by the Acquisition Agreement shall have been obtained and shall be in full force and effect.

4.             The Lenders shall have received such customary legal opinions, officer’s certificates and closing documentation as the Commitment Parties shall reasonably request, in form and substance reasonably satisfactory to the Commitment Parties.

5.             Borrower and each of the Guarantors shall have provided the documentation and other information to the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, to the extent requested by any of the Commitment Parties at least one business day prior to the Closing Date.

6.             All costs, fees, expenses (including, without limitation, legal fees and expenses and the fees and expenses of appraisers, consultants and other advisors) and other compensation payable to the Lenders, the Commitment Parties, the Administrative Agent or the Collateral Agent shall have been paid to the extent due and payable by Borrower.

7.             All of the requirements referred to in the Commitment Letter under “Syndication” shall have been satisfied by a date sufficient to permit the syndication of the Bank Facilities to be completed prior to the Closing Date (as determined in the reasonable discretion of the Commitment Parties).

8.             All documents and instruments required to perfect the Collateral Agent’s security interest in the collateral described under the heading “Security” in the Term Sheet shall have been executed and delivered and, if applicable, be in proper form for filing, and none of such collateral shall be subject to any other pledges, security interests or mortgages, except customary permitted liens and other limited exceptions to be mutually agreed permitted under the Bank Documentation; provided, however, that, with respect to any such collateral the security interest in which may not be perfected by filing of a UCC financing statement or delivery of a physical stock certificate and related stock power or, in the case of foreign collateral of any foreign co-borrower, making of a similar filing in a foreign jurisdiction, if the perfection of the Collateral Agent’s security interest in such collateral may not be accomplished prior to the Closing Date without undue burden or expense, then delivery of documents and instruments for

perfection of such security interest shall not constitute a condition precedent to the initial borrowings under the Bank Facilities if Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect such security interests, within a period after the Closing Date reasonably acceptable to the Administrative Agent, the Joint Bookmanagers and Borrower.